Obstructive sleep apnea (OSA) is a disorder characterized by repetitive episodes of complete or partial upper airway obstruction occurring during sleep. OSA increases in prevalence with age, and is associated with increased risk of cardiovascular disease, decreased quality of life, and increased mortality. Insomnia also increases in prevalence with age, and is associated with numerous adverse outcomes, including decreased quality of life, increased healthcare costs and increased mortality. The diagnostic criteria for insomnia include a decreased ability to fall asleep or stay asleep, frequent nighttime awakening or poor quality sleep that is associated with daytime impairment such as fatigue, impaired attention, or daytime sleepiness. Recent evidence suggests that insomnia often coexists with OSA, particularly in older adults, and predicts worse outcomes of OSA. Both OSA and insomnia have an even higher prevalence among Veterans compared to the general population. Little is known of the best approaches to manage the large number of patients with coexisting OSA and comorbid insomnia. Guidelines for best practice typically address these conditions separately, where positive airway pressure (PAP) therapy is the standard for the treatment of OSA, and cognitive behavioral therapy for insomnia (CBT-I) is considered first-line treatment for chronic insomnia. In fact, most CBT-I trials have excluded participants with evidence of OSA, and most PAP treatment trials do not address coexisting insomnia. CBT-I is particularly recommended for insomnia in older adults, where adverse effects of sleeping medications are most problematic. Adherence rates to PAP therapy in patients with OSA are very low (particularly among Veterans), and coexisting insomnia predicts lower adherence with PAP. Several studies have demonstrated that early adherence to PAP therapy (i.e., how adherent the OSA patient is with PAP therapy early in the course of treatment) is one of the strongest predictors of long-term PAP adherence. Unfortunately, in many patients, once OSA is identified and PAP therapy initiated, insomnia symptoms are either not addressed at all, or are only considered once the patient has established a long-term pattern of nonadherence with PAP. Based on this evidence, and findings from our own extensive prior work, we believe that a novel, integrated, behavioral treatment approach which addresses both OSA and insomnia early in the course of PAP therapy is needed to maximize patient adherence and treatment success when these conditions coexist. We propose a randomized controlled trial to test a novel, behavioral approach integrating best practices among older Veterans (aged > 60 years, N=120) diagnosed with OSA who are prescribed PAP therapy and have comorbid insomnia. Participants will be recruited among older Veterans referred to sleep clinics in the VA Greater Los Angeles Healthcare System who are diagnosed with OSA and prescribed PAP therapy, and also meet diagnostic criteria for insomnia. The intervention will combine CBT-I with a behavioral PAP adherence program, provided by allied health personnel and initiated early during PAP treatment. Participants randomized to the control condition will receive an active, attention control program including general sleep and OSA education. Our specific aims are to test whether this combined, integrated CBT-I and behavioral PAP intervention improves sleep, PAP adherence, mood and health-related quality of life among older Veterans with OSA and comorbid insomnia. We will also explore participants' experiences, attitudes and adherence with key aspects of the intervention, which may act as potential facilitators or barriers to future implementation of the intervention into routine clinical care.